Amendment: SEC Form SCHEDULE 13D/A filed by Sunrise Realty Trust Inc.
$SUNS
Real Estate Investment Trusts
Real Estate
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Sunrise Realty Trust, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
867981102 (CUSIP Number) |
Leonard M. Tannenbaum 525 Okeechobee Blvd., Suite 1650, West Palm Beach, FL, 33401 (561) 530-3315 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 867981102 |
| 1 |
Name of reporting person
Leonard M. Tannenbaum | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,255,355.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
24.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by Leonard M. Tannenbaum (the "Reporting Person") with respect to Sunrise Realty Trust, Inc. (the "Issuer") on December 26, 2024 (the "Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed on January 30, 2025, and Amendment No. 2 to Schedule 13D filed on March 20, 2025. This Amendment No. 3 is being filed solely to report purchases of Common Stock that in aggregate exceeded a 1% change in beneficial ownership since the Reporting Person's last Schedule 13D/A filing.
The Schedule 13D is hereby amended and supplemented to include the information set forth herein. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. Lines 7 and 9 consist of 2,776,216 shares of Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock") held directly by the Reporting Person, including 91,238 shares of restricted stock held by the Reporting Person and 1,000 shares of Common Stock held in a Uniform Transfer to Minors Act ("UTMA") account for the son of the Reporting Person. Lines 8 and 10 consist of 420,181 shares of Common Stock held by the Tannenbaum Family Foundation, formerly known as the Leonard M. Tannenbaum Foundation, for which the Reporting Person serves as the President, and 58,958 shares of Common Stock held by Tannenbaum Family 2012 Trust for the benefit of certain members of the Reporting Person's family, for which the Reporting Person serves as the Investment Advisor and over which, in each case, the Reporting Person disclaims beneficial ownership. Excludes 33,132 shares of Common Stock held by Robyn Tannenbaum, the Reporting Person's spouse, over which the Reporting Person disclaims beneficial ownership. Line 13 is based on the 13,421,494 shares of Common Stock outstanding as of March 1, 2025, as reported in the Issuer's Annual Report on Form 10-K, filed with the SEC on March 6, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Sunrise Realty Trust, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
525 Okeechobee Blvd., Suite 1650, West Palm Beach,
FLORIDA
, 33401. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following information:
Since March 20, 2025, the Reporting Person purchased shares of Common Stock in multiple open market transactions using personal funds, as listed on Schedule A, attached hereto, and incorporated herein. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 7-11 and 13 of the cover page above and Item 3. |
| (b) | See Items 7-11 and 13 of the cover page above and Item 3. |
| (c) | Transactions in the Common Stock since the last Schedule 13D/A filing are set forth in Schedule A and are incorporated herein. Other than those transactions listed on Schedule A, no transactions in the shares of Common Stock have been effected by the Reporting Person since the filing of Amendment No. 2 to Schedule 13D on March 20, 2025. |
| Item 7. | Material to be Filed as Exhibits. |
Ex 99.1 - Schedule A - Attached here. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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